Prepared By: The Berkman Center for Internet and Society at Harvard Law School
Ben Edelman, Larry Lessig, Molly Shaffer Van Houweling, Jonathan Zittrain
| 10. Books and records | |||
| 10.1. General | |||
| White Paper No points found. | "Consensus" No points found. | IANA Draft Bylaws v5 ARTICLE III: TRANSPARENCY AND PROCEDURES Section 1. GENERAL The Corporation and its subordinate entities shall operate to the maximum extent feasible in an open and transparent manner and consistent with procedures designed to ensure fairness. In addition to the specific procedures set forth in these Bylaws, the Initial Board shall investigate the development of additional policies and procedures designed to provide information about, and enhance the ability of interested persons to provide input to, the Board and Supporting Organizations. Any such policies and procedures shall be widely publicized by the Board in draft form, both within the Supporting Organizations and on a publicly-accessible Internet World Wide Web site maintained by the Corporation (the "Web Site"). Any such policies and procedures may be adopted only after a process for receiving and evaluating comments and suggestions has been established by the Board, and after due consideration of any comments or suggestions received by the Board. Section 2. ACCESS TO INFORMATION The Board shall publish, at least annually, a report describing its activities, including an audited financial statement and describing any payments made by the Corporation to Directors (other than reimbursements of expenses). All minutes of meetings of the Board, Supporting Organizations (and any councils thereof) and Committees shall be approved promptly and immediately following approval shall be made publicly available on the Web Site and otherwise; provided, however, that any minutes relating to personnel or employment matters, legal matters (to the extent the Board determines is necessary or appropriate to protect the interests of the Corporation), matters that the Corporation is prohibited by law or contract from disclosing publicly and other matters that the Board determines are not appropriate for public distribution shall not be included in the minutes made publicly available. For any matters that the Board determines not to disclose, the Board shall describe in generic terms the reason for such nondisclosure. Section 3. NOTICE AND COMMENT PROVISIONS (a) The Board shall post on the Web Site (i) periodically a calendar of scheduled meetings for the upcoming year, and (ii) in advance of each Board meeting, a notice of the fact and time that such meeting will be held and, to the extent known, an agenda for the meeting. If reasonably practicable the Board shall post notices of special meetings of the Board at least fourteen (14) days prior to the meetings. (b) Prior to adoption of any policies that substantially affect the operation of the Internet or third parties, the Board will: (ii) provide a reasonable opportunity for parties to comment on the adoption of the proposed policies, to see the comments of others, and to reply to those comments; and (iii) after a reasonable comment period, take action on the proposed policies, establishing an effective date, and publishing the reasons for the action taken. (c) As appropriate, the Board will facilitate the translation of final published documents into various appropriate languages. Section 25. ANNUAL BUDGET The Board shall prepare an annual budget, which shall be published on the Web Site. ARTICLE XI: ACCOUNTING YEAR AND TAX AUDIT Section 1. ACCOUNTING The fiscal year end of the Corporation shall be determined by the Board. | Boston Working Group Same provision as IANAv4 draft. |
| 10.2. Inspection | |||
| White Paper No points found. | "Consensus" No points found. | IANA Draft Bylaws v5 ARTICLE V: STRUCTURE OF THE BOARD OF DIRECTORS Section 21. RIGHTS OF INSPECTION Every Director shall have the right at any reasonable time to inspect and copy all books, records and documents of every kind, and to inspect the physical properties of the Corporation. The Corporation shall establish reasonable procedures to protect against the inappropriate disclosure of confidential information. | Boston Working Group Same provision as IANAv4 draft. |
| 10.3. Audit | |||
| White Paper No points found. | "Consensus" No points found. | IANA Draft Bylaws v5 ARTICLE XI: ACCOUNTING YEAR AND TAX AUDIT Section 2. AUDIT At the end of the fiscal year, the books of the Corporation will be closed and audited by certified public accountants. The appointment of the fiscal auditors will be the responsibility of the Board. | Boston Working Group Same provision as IANAv4 draft. |
| 10.4. Disclosure | |||
| White Paper No points found. | "Consensus" No points found. | IANA Draft Bylaws v5 ARTICLE III: TRANSPARENCY AND PROCEDURES Section 1. GENERAL The Corporation and its subordinate entities shall operate to the maximum extent feasible in an open and transparent manner and consistent with procedures designed to ensure fairness. In addition to the specific procedures set forth in these Bylaws, the Initial Board shall investigate the development of additional policies and procedures designed to provide information about, and enhance the ability of interested persons to provide input to, the Board and Supporting Organizations. Any such policies and procedures shall be widely publicized by the Board in draft form, both within the Supporting Organizations and on a publicly-accessible Internet World Wide Web site maintained by the Corporation (the "Web Site"). Any such policies and procedures may be adopted only after a process for receiving and evaluating comments and suggestions has been established by the Board, and after due consideration of any comments or suggestions received by the Board. Section 2. ACCESS TO INFORMATION The Board shall publish, at least annually, a report describing its activities, including an audited financial statement and describing any payments made by the Corporation to Directors (other than reimbursements of expenses). All minutes of meetings of the Board, Supporting Organizations (and any councils thereof) and Committees shall be approved promptly and immediately following approval shall be made publicly available on the Web Site and otherwise; provided, however, that any minutes relating to personnel or employment matters, legal matters (to the extent the Board determines is necessary or appropriate to protect the interests of the Corporation), matters that the Corporation is prohibited by law or contract from disclosing publicly and other matters that the Board determines are not appropriate for public distribution shall not be included in the minutes made publicly available. For any matters that the Board determines not to disclose, the Board shall describe in generic terms the reason for such nondisclosure. ARTICLE XI: ACCOUNTING YEAR AND TAX AUDIT Section 3. ANNUAL REPORT AND ANNUAL STATEMENT The CFO shall cause the annual report and the annual statement of certain transactions as required by the CNPBCL to be prepared and sent to each member of the Board and to such other persons as the Board may designate, no later than one hundred twenty (120) days after the close of the Corporation's fiscal year. The annual report and annual statement will also be made publicly available, on the Web Site and otherwise. | Boston Working Group ARTICLE III: TRANSPARENCY AND PROCEDURES Section 2. ACCESS TO INFORMATION Added: Minutes shall be approved and published no later than 30 days after voted upon by Directors. |